Indemnification of Buyer Indemnified Parties. Subject to the applicable provisions of Section 7.1 and Section 7.5, Seller covenants and agrees to indemnify each of Buyer and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Buyer Indemnified Parties”) against, and hold each Buyer Indemnified Party harmless from and in respect of, all liability, demands, claims, Actions or causes of action, assessments, losses, damages (including any consequential, exemplary, punitive or treble damages), costs and expenses (including reasonable fees and actual disbursements by attorneys, consultants, experts or other representatives and litigation costs) (collectively, “Damages”) to any Buyer Indemnified Party that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of Seller set forth in this Agreement or in certificates or other documents delivered in connection with this Agreement, in each case giving effect to any dollar amounts expressly set forth therein, but without giving any effect to any materiality qualifiers with respect thereto, (ii) the ownership, management, operation or use by Seller of the Acquired Assets or the conduct of the Business by Seller prior to the Closing, (iii) any nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, and (iv) the Excluded Assets and the Retained Liabilities (each such liability, demand, claim, Action or cause of action, assessment, loss, damage, cost and expense being a “Buyer Indemnified Loss”).
Indemnification of Buyer Indemnified Parties. From and after the Closing, each Indemnifying Securityholder (severally and not jointly, in accordance with its Pro Rata Share) shall indemnify and hold harmless Buyer and its respective officers, directors, employees, agents and Affiliates (including, from and after the Closing, the Company), and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses directly or indirectly arising out of, related to, accrued or incurred in connection with:
(i) any breach of or inaccuracies in any representation or warranty made by the Company in this Agreement or in any certificate delivered to Buyer at the Closing;
(ii) any breach or nonperformance of any covenant or obligation in this Agreement to be performed by the Company on or prior to the Closing hereunder;
(iii) regardless of the disclosure of any matter set forth in the Disclosure Schedule, any inaccuracy in any information, or breach of any representation or warranty, set forth in the Spreadsheet, including any failure to properly calculate the Company Closing Cash, Company Closing Indebtedness, Company Transaction Expenses, the Adjusted Aggregate Consideration, the Company Securityholders’ Pro Rata Shares and the Company Securityholders’ Adjustment Pro Rata Shares;
(iv) any Fraud committed by or on behalf of the Company in connection with the Merger and the transactions described herein;
(v) without duplication of any amounts treated as Indebtedness that reduced the Base Merger Consideration, any Indemnified Taxes;
(vi) any Securityholder-Related Claims;
(vii) the PPP Loan;
(viii) any Company Transaction Expenses or Indebtedness that remain outstanding and unpaid immediately prior to the Effective Time (without giving effect to the transactions contemplated hereby) that have not been taken into account in the calculation of the Final Adjustment Amount;
(ix) any payments paid with respect to Dissenting Shares to the extent that such payments, in the aggregate, exceed the value of the amounts that otherwise would have been payable pursuant to Section 2.6 upon the exchange of such Dissenting Shares and any costs or expenses incurred by a Buyer Indemnified Party in connection therewith;
(x) for three (3) years from and after the Closing, disregarding any disclosure of any matter in the Disclosure Schedule, the matters set forth on Schedule 8.2(a)(x) (collectively, the “Specifi...
Indemnification of Buyer Indemnified Parties. Subject to the limitations set forth in Section 8.3 below, from and after the Effective Time, each Company Holder will severally (in accordance with each Company Holder’s Pro Rata Percentage), but not jointly, indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Damages incurred by such Person (such Damages, “Indemnifiable Damages”) resulting from:
(a) any breach of any representation or warranty made by the Company in this Agreement or in any other certificate executed in connection with this Agreement by the Company as of the Closing;
(b) any breach or failure to perform on or prior to the Closing any covenant or agreement herein by the Company that is required to be performed on or prior to the Closing;
(c) any inaccuracy contained in the Allocation Schedule as of the Closing;
(d) any payments made with respect to Dissenting Shares to the extent that such payments, in the aggregate, exceed the value of the consideration that otherwise would have been payable pursuant Section 2.7, as applicable, upon the exchange of such Dissenting Shares;
(e) the VAT Reclaim Amount to the extent Buyer or the Surviving Corporation (after having used commercially reasonable efforts to receive such payment) shall not have received a payment of the VAT Reclaim Amount from the applicable Governmental Entity prior to the release of the Escrow Fund; and
(f) any Taxes of the Company with respect to any Pre-Closing Tax Period; Taxes for which the Company (or any predecessor of the Company) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date; and Taxes imposed on or payable by third parties with respect to which the Company has an obligation to indemnify such third party pursuant to a transaction consummated on or prior to the Closing.
Indemnification of Buyer Indemnified Parties. Subject to this Section 5.2, from and after the Closing Date, Seller shall indemnify, defend and hold harmless Buyer and the Company and their respective directors, officers, employees, representatives, successor and assigns (collectively "Buyer Indemnified Parties") in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Seller (collectively the "Seller Indemnifying Parties") of the amount of, all Losses suffered, incurred by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Seller of any covenant, agreement or obligation in this Agreement, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the Company or Seller in this Agreement or any certificate delivered pursuant Article 6. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation or warranty referenced in clause (c) of the immediately preceding sentence shall read as if made by such Seller Indemnifying Party.
Indemnification of Buyer Indemnified Parties. Seller shall indemnify, defend and hold harmless Buyer and its Affiliates, officers, directors, shareholders, employees, independent contractors, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses which any of the Buyer Indemnified Parties may suffer or for which any of the Buyer Indemnified Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following:
(a) any material inaccuracy or misrepresentation in, or breach of any representation or warranty of Seller in this Agreement, any of the other Transaction Documents or any certificate, schedule, list or other instrument to be furnished by Seller to Buyer pursuant to this Agreement or any of the other Transaction Documents;
(b) any breach or failure of Seller to perform any covenant or agreement required to be performed by it pursuant to this Agreement or any of the other Transaction Documents after expiration of a reasonable cure period; and
(c) any claim, demand, suit, action or legal, administrative or other proceeding by any person (other than a party) or any federal, state or local department, agency or other governmental body (a “Third Party Claim”) against any of the Buyer Indemnified Parties resulting from, arising out of or in any way related to (i) the operation of the Business prior to the Closing Date, or (ii) the failure of Seller to perform, pay or discharge any Excluded Liability.
Indemnification of Buyer Indemnified Parties. From and after the Closing, each Indirect Member (severally and not jointly, in accordance with its Pro Rata Portion) shall indemnify and hold harmless Buyer and its respective officers, directors, employees, agents and Affiliates (including the Company), and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses directly or indirectly arising out of, related to, accrued or incurred in connection with:
(i) any breach of or inaccuracies in any representation or warranty made by the Members in this Agreement or in any certificate delivered to Buyer at the Closing (including the Members’ Closing Certificate) (other than Losses arising out of, related to, accrued or incurred in connection with any breach of or inaccuracies in any representations or warranties made in Article II by an Indirect Member, for which only the applicable Member responsible for such breach shall indemnify and hold harmless the Buyer Indemnified Parties);
(ii) any breach or nonperformance of any covenant or obligation in this Agreement to be performed by the Members or the Company hereunder (other than Losses arising out of, related to, accrued or incurred in connection with any breach or nonperformance of any covenant or obligation in this Agreement to be performed by an Indirect Member in his, her, or its capacity as an Indirect Member, for which only the applicable Indirect Member responsible for such breach or nonperformance shall indemnify and hold harmless the Buyer Indemnified Parties);
(iii) regardless of the disclosure of any matter set forth in the Disclosure Schedule, any inaccuracy in any information, or breach of any representation or warranty, set forth in a Consideration Spreadsheet, including any failure to properly calculate the portion of the Purchase Price payable to any Member;
(iv) any Member Transaction Expenses (to the extent not taken into account in determining the amount of the Closing Payment pursuant to Section 1.5(b));
(A) any fraud or intentional misrepresentation committed by the Company (other than at the direction of the Buyer), the Member Representative, the Members or any of its or their Representatives or Affiliates in connection with the Transactions or (B) any willful breach of this Agreement or any Transaction Documents committed by the Company (other than at the direction of the Buyer), the Member Representat...
Indemnification of Buyer Indemnified Parties. (a) From and after the Closing Date and subject to the provisions of this Article 11 (including without limitation Section 11.5), each of the Securityholders hereby agrees, jointly and severally, to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Company Costs.
(b) From and after the Closing Date and subject to the provisions of this Article 11 (including without limitation Section 11.5), each Securityholder severally and not jointly agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Securityholder Costs with respect to such Securityholder.
Indemnification of Buyer Indemnified Parties. 45 10.2. Indemnification of the Seller Indemnified Parties . . . . . . 47 10.3. Defense of Third-Party Claims . . . . . . . . . . . . . . . . 47 10.4.
Indemnification of Buyer Indemnified Parties. Subject to Section 6.1 and the limitations set forth in Section 6.3, Sellers shall jointly and severally indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against any Losses which are incurred, paid, suffered or accrued by any Buyer Indemnified Party by reason of, resulting from or related to or connected with any of the following (regardless of whether or not such Losses relate to any Third-Party Claim):
(i) any inaccuracy in or breach of any representation or warranty of Sellers contained in Article IV, as of the signing of this Agreement and as of the Closing, as if the representations and warranties were given as of the Closing (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(ii) any inaccuracy in or breach of any representation or warranty of Sellers contained in the Investor Questionnaires;
(iii) any failure by Sellers to perform or comply with any agreement, obligation or covenant of Sellers contained in this Agreement;
(iv) any Indemnified Taxes;
(v) any outstanding Indebtedness as of the Closing; and
(vi) any unpaid Transaction Expenses as of the Closing.
Indemnification of Buyer Indemnified Parties. Seller Indemnitor Parties will indemnify the Buyer Indemnified Parties, jointly and severally, for any Damages suffered by, or resulting to, the Buyer Indemnified Parties arising from, and will defend Buyer from, any of the following:
(a) any inaccurate representation made by Seller or Parent, and any breach of warranty given by Seller or Parent and set forth in Sections 5.1, 5.2, 5.3, 5.7 and 5.12, to the extent that they survive the Closing Date; and
(b) any default in the performance by Seller or Parent of its obligation to pay, perform, or discharge any of the Liabilities retained by Seller under Section 4.1.
